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Exhibit
99.1
CVS
CORPORATION
NON-QUALIFIED
STOCK OPTION AGREEMENT
THREE YEAR VESTING
GRANT
DATE:_____________
1.
GRANT OF
AWARD .
Pursuant to the provisions of the
1997 Incentive Compensation Plan (hereinafter called the
“Plan”) of CVS Corporation (hereinafter called the
”Company”), on the date set forth above, the Company
has granted and hereby evidences the grant to the person named
below (hereinafter called the “Optionee”), subject to
the terms and conditions set forth or incorporated herein, the
right, and option to purchase from the Company the aggregate number
of shares of Common Stock ($.01 par value) of the Company set forth
below, at the purchase price indicated below, such option to be
exercised as hereinafter provided. The Plan is hereby made a part
hereof and Optionee agrees to be bound by all the provisions of the
Plan. The option is a non-qualified option as defined in the
Plan.
| Optionee: |
__________ |
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| Employee
Number : |
__________ |
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| Shares |
__________ |
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| Option
Price: |
__________ |
2.
TERM OF
OPTION .
The
term of this option shall be for a period of seven (7) years from
the date hereof, subject to the earlier termination of the Option,
as set forth in the Plan.
3.
EXERCISE OF
OPTION .
(a)
The Option, subject to the provisions
of the Plan, shall be exercised by submitting a request to exercise
to the Company’s stock option administrator, in accordance
with the Company’s current exercise policies and procedures,
specifying the number of shares to be purchased, which number may
not be less than one hundred (100) shares (unless the number of
shares purchased is the total balance which is then exercisable).
Unless the Company, in its discretion, establishes “cashless
exercise” procedures and permits the Optionee
entitled to
exercise the Option to utilize such “cashless exercise”
procedures, the Optionee so exercising all or part of this Option
shall, at the time of exercise, tender to the Company cash or cash
equivalent for the aggregate option price of the shares he has
elected to purchase or certificates for shares of Common Stock of
the Company owned by the Optionee for at least six (6) months with
a fair market value at least equal to the aggregate option price of
the shares he has elected to purchase, or a combination of the
foregoing.
(b)
Prior to its expiration or termination, and except as otherwise
provided herein, the Option may be exercised by the Optionee, so
long as Optionee has maintained continuous employment with the
Company or its subsidiaries immediately following the date of the
Agreement, within the following time limitations:
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(i)
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After one (1) year
from the date of grant, the Option may be exercised as to not more
than one-third (1/3) of the Shares originally subject to the
Option. |
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(ii)
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After two (2) years
from the date of grant, the Option may be exercised as to not more
than an aggregate of two-thirds (2/3) of the Shares originally
subject to the Option. |
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(iii)
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After three (3)
years from the date of grant, the Option may be exercised as to any
part or all of the Shares originally subject to the
Option. |
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4.
TAXES
.
If,
upon the exercise of an Option, there shall be payable by the
Company any amount for tax withholding, the Company shall have the
right to require Optionee to pay the amount of such taxes
immediately, upon notification from the Company, before a
certificate for the Shares purchased is delivered to Optionee
pursuant to such Option. Furthermore,
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